-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P+zdFaawnGtfuIc2H84Lfb5qqMEKxS6siBFN2d+FcFHzB3/2vMK4ZWR0lW5hSLuC 0LV4gV30WFfJ3ZasNoZ9nw== 0000898822-99-000572.txt : 19991018 0000898822-99-000572.hdr.sgml : 19991018 ACCESSION NUMBER: 0000898822-99-000572 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991001 FILED AS OF DATE: 19991008 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARMIKE CINEMAS INC CENTRAL INDEX KEY: 0000799088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 581469127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: SEC FILE NUMBER: 001-11604 FILM NUMBER: 99725886 BUSINESS ADDRESS: STREET 1: 1301 FIRST AVE CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7065763400 MAIL ADDRESS: STREET 1: P O BOX 391 CITY: COLUMBUS STATE: GA ZIP: 31994 COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP LP CENTRAL INDEX KEY: 0000904571 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] OWNER IRS NUMBER: 133501777 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 3 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 3 1 FORM 3 FOR OCTOBER 1, 1999 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 ________________________________________________________________________________ 1. Name and Address of Reporting Person THE GOLDMAN SACHS GROUP, INC. - -------------------------------------------------------------------------------- (Last) (First) (Middle) 85 BROAD STREET - -------------------------------------------------------------------------------- (Street) NEW YORK NY 10004 - -------------------------------------------------------------------------------- (City) (State) (Zip) ________________________________________________________________________________ 2. Date of Event Requiring Statement (Month/Day/Year) 10/01/99 ________________________________________________________________________________ 3. IRS or Social Security Number of Reporting Person (Voluntary) ________________________________________________________________________________ 4. Issuer Name and Ticker or Trading Symbol CARMIKE CINEMAS, INC. (NYSE: CKE) ________________________________________________________________________________ 5. Relationship of Reporting Person to Issuer (Check all applicable) [_] Director [X] 10% Owner [_] Officer (give title below) [_] Other (specify below) ________________________________________________________________________________ 6. If Amendment, Date of Original (Month/Day/Year) ________________________________________________________________________________ 7. Individual or Joint/Group Filing [X] Form Filed by More than One Reporting Person ================================================================================ Table I -- Non-Derivative Securities Beneficially Owned ================================================================================
3. Ownership Form: 2. Amount of Securities Direct (D) or 1. Title of Security Beneficially Owned Indirect (I) 4. Nature of Indirect Beneficial Ownership (Instr. 4) (Instr. 4) (Instr. 5) (Instr. 5) - ------------------------------------------------------------------------------------------------------------------------------------ CLASS A COMMON STOCK, PAR VALUE $.03 PER SHARE 408,000 (01),(02) (01),(02) - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ ====================================================================================================================================
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Print or Type Response) (Over) FORM 3 (continued) Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) ================================================================================
5. Owner- 3. Title and Amount of Securities ship Underlying Derivative Security Form of 2. Date Exercisable (Instr. 4) Derivative and Expiration Date --------------------------------- 4. Conver- Security: (Month/Day/Year) Amount sion or Direct 6. Nature of ---------------------- or Exercise (D) or Indirect Date Expira- Number Price of Indirect Beneficial 1. Title of Derivative Exer- tion of Derivative (I) Ownership Security (Instr. 4) cisable Date Title Shares Security (Instr. 5) (Instr. 5) - ------------------------------------------------------------------------------------------------------------------------------------ SERIES A SENIOR 11/30/99 NONE CLASS A COMMON STOCK, 2,200,000 $25.00 (01),(02) (01),(02) CUMULATIVE CONVERTIBLE PAR VALUE $.03 PER (01),(02) EXCHANGEABLE PREFERRED SHARE STOCK, PAR VALUE $1.00 (01),(02) - ------------------------------------------------------------------------------------------------------------------------------------ ====================================================================================================================================
Instruction 5(b)(v) list of other Reporting Persons: This statement is being filed by GS Capital Partners III, L.P. ("GS Capital III"), GS Capital Partners III Offshore ("GS Offshore"), GS Capital Partners III Germany Civil Law Partnership ("GS Germany"), Stone Street Fund 1998, L.P. ("1998 Stone"), Bridge Street Fund 1998, L.P. ("1998 Bridge" and together with GS Capital III, GS Offshore, GS Germany and 1998 Stone, the "Limited Partnerships"), Stone Street Advantage Corp. ("Stone Advantage"), GS Advisors III, L.P. ("GS Advisors"), GS Advisors III (Cayman), L.P. ("GS Advisors Cayman"), Goldman Sachs & Co. oHG ("GS oHG"), Goldman, Sachs & Co. ("Goldman Sachs"), and The Goldman Sachs Group, Inc. (together with its predecessor, The Goldman Sachs Group, L.P., "GS Group" and, together with Goldman Sachs, GS Advisors, GS Advisors Cayman, GS oHG, Stone Advantage and the Limited Partnerships, the "Reporting Persons"). The principal place of business of each of the Reporting Persons is 85 Broad Street, New York, New York, 10004. Explanation of Responses: 01: On November 30, 1998, GS Capital III, GS Offshore, GS Germany (through its nominee, Goldman, Sachs & Co. Verwaltungs GmbH) and GS Group (collectively, the "Purchasers") purchased (the "Purchase"), pursuant to the Stock Purchase Agreement, dated as of November 22, 1998, by and among Carmike Cinemas, Inc. (the "Company") and the Purchasers, for an aggregate purchase price of $55,000,000, an aggregate of 550,000 shares of Series A Senior Cumulative Convertible Exchangeable Preferred Stock, par value $1.00 per share, of the Company (the "Series A Preferred Stock"). Each share of Series A Preferred Stock will become convertible, on November 30, 1999, at the option of the holder, into four shares of Class A Common Stock, par value $.03 per share, of the Company (the "Class A Common Stock"), subject to certain adjustments. On February 3, 1999, the Limited Partnerships purchases an aggregate of 408,000 shares of Class A Common Stock in a private transaction (the "February 1999 Purchase"). Beneficial ownership of the Class A Common Stock to the extent described herein was acquired by the Reporting Persons pursuant either to the Purchase or to the February 1999 Purchase. 02: As of October 1, 1999, each of Goldman Sachs and GS Group may be deemed to own beneficially and indirectly in the aggregate 2,651,000 shares of Class A Common Stock, consisting of (i) 408,000 shares of Class A Common Stock beneficially owned by the Limited Partnerships, and (ii) 2,200,000 shares of Class A Common Stock which may be deemed to be beneficially owned by the Limited Partnerships by reason of their ownership of 550,000 shares of Series A Preferred Stock. Affiliates of Goldman Sachs and GS Group are the general partner or managing general partner or managing partner of the Limited Partnerships. Goldman Sachs is the investment manager of GS Capital III, GS Offshore and GS Germany. Goldman Sachs is wholly owned, directly and indirectly, by GS Group. Goldman Sachs and GS Group each disclaim beneficial ownership of the securities owned by the Limited Partnerships except to the extent of their pecuniary interest therein. As of October 1, 1999, GS Capital III may be deemed to own beneficially and directly and its general partner, GS Advisors, may be deemed to own beneficially and indirectly an aggregate of 1,776,731 shares of Class A Common Stock, consisting of (i) 277,955 shares of Class A Common Stock acquired by GS Capital III in the February 1999 Purchase, and (ii) 1,498,776 shares of Class A Common Stock which may be **Intentional mistatements or omissions of facts constitute Federal Criminal Violations. See 10 U.S.C. 1001 and 15 U.S.C. 78ff(a). (see attached sheet) October 8, 1999 - ---------------------- ------------------- **Signature of Reporting Person Date Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, See Instruction 6 for procedure. Page 2 deemed to be beneficially owned by GS Capital III by reason of its ownership of 374,694 shares of Series A Preferred Stock. GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of October 1, 1999, GS Offshore may be deemed to own beneficially and directly and its general partner, GS Advisors Cayman, may be deemed to own beneficially and indirectly an aggregate of 448,445 shares of Class A Common Stock, consisting of (i) 36,413 shares of Class A Common Stock acquired by GS Offshore in the February 1999 Purchase, and (ii) 412,032 shares of Class A Common Stock which may be deemed to be beneficially owned by GS Offshore by reason of its ownership of 103,008 shares of Series A Preferred Stock. GS Advisors Cayman disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of October 1, 1999, GS Germany may be deemed to own beneficially and directly and its managing partner, GS oHG, may be deemed to own beneficially and indirectly an aggregate of 82,024 shares of Class A Common Stock, consisting of (i) 12,832 shares of Class A Common Stock acquired by GS Germany in the February 1999 Purchase, and (ii) 69,192 shares of Class A Common Stock which may be deemed to be beneficially owned by GS Germany by reason of its ownership of 17,298 shares of Series A Preferred Stock. GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of October 1, 1999, 1998 Stone may be deemed to own beneficially and directly and its general partner, Stone Advantage, may be deemed to own beneficially and indirectly an aggregate of 200,337 shares of Class A Common Stock, consisting of (i) 31,341 shares of Class A Common Stock acquired by 1998 Stone in the February 1999 Purchase, and (ii) 168,996 shares of Class A Common Stock which may be deemed to be beneficially owned by 1998 Stone by reason of its ownership of 42,249 Series A Preferred Stock. Stone Advantage disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of October 1, 1999, 1998 Bridge may be deemed to own beneficially and its managing general partner, Stone Advantage, may be deemed to own beneficially and indirectly, an aggregate of 60,463 shares of Class A Common Stock, consisting of (i) 9,459 shares of Class A Common Stock acquired by 1998 Bridge in the February 1999 Purchase, and (ii) 51,004 shares of Class A Common Stock which may be deemed to be beneficially owned by 1998 Bridge by reason of its ownership of 12,751 shares of Series A Preferred Stock. Stone Advantage disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of October 1, 1999, Stone Advantage, as the general partner of 1998 Stone and the managing general partner of 1998 Bridge, may be deemed to own beneficially an aggregate of 260,800 shares of Class A Common Stock, consisting of (i) 31,341 shares of Class A Common Stock acquired by 1998 Stone in the February 1999 Purchase, (ii) 168,996 shares of Class A Common Stock which may be deemed to be beneficially owned by 1998 Stone by reason of its ownership of 42,249 shares of Series A Preferred Stock, (iii) 9,459 shares of Class A Common Stock acquired by 1998 Bridge in the February 1999 Purchase, and (iv) 51,004 shares of Class A Common Stock which may be deemed to be beneficially owned by 1998 Bridge by reason of its ownership of 12,751 shares of Series A Preferred Stock. **Intentional mistatements or omissions of facts constitute Federal Criminal Violations. See 10 U.S.C. 1001 and 15 U.S.C. 78ff(a). (see attached sheet) October 8, 1999 - ---------------------- ------------------- **Signature of Reporting Person Date Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, See Instruction 6 for procedure. Page 3 SIGNATURES: GOLDMAN, SACHS & CO. By: /s/ Roger S. Begelman --------------------------- Name: Roger S. Begelman Title: Attorney-in-fact THE GOLDMAN SACHS GROUP, INC. By: /s/ Roger S. Begelman --------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GS ADVISORS III, L.P. By: /s/ Roger S. Begelman --------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GS ADVISORS III (CAYMAN), L.P. By: /s/ Roger S. Begelman --------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GS CAPITAL PARTNERS III, L.P. By: /s/ Roger S. Begelman --------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GS CAPITAL PARTNERS III OFFSHORE, L.P. By: /s/ Roger S. Begelman --------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP (with limitation of liability) By: /s/ Roger S. Begelman --------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN, SACHS & CO. oHG By: /s/ Roger S. Begelman --------------------------- Name: Roger S. Begelman Title: Attorney-in-fact STONE STREET FUND 1998, L.P. By: /s/ Roger S. Begelman --------------------------- Name: Roger S. Begelman Title: Attorney-in-fact BRIDGE STREET FUND 1998, L.P. By: /s/ Roger S. Begelman --------------------------- Name: Roger S. Begelman Title: Attorney-in-fact STONE STREET ADVANTAGE CORP. By: /s/ Roger S. Begelman --------------------------- Name: Roger S. Begelman Title: Attorney-in-fact POWER OF ATTORNEY This power of attorney will expire on December 31, 2000. KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company") does hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, as amended, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 21, 1998. GOLDMAN, SACHS & CO. By: The Goldman, Sachs & Co. L.L.C. By:/s/ Robert J. Katz ------------------------------ Name: Robert J. Katz Title: Executive Vice President POWER OF ATTORNEY This power of attorney will expire on May 31, 2001. KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, as amended, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of May 7, 1999. THE GOLDMAN, SACHS GROUP, INC. By:/s/ Robert J. Katz ------------------------------ Name: Robert J. Katz Title: Executive Vice President and General Counsel POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III, L.P. (the "Company") does hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, as amended, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 22, 1999. GS CAPITAL PARTNERS III, L.P. By: GS Advisors III, L.P. By: GS Advisors III, L.L.C. By: /s/ Kaca B. Enquist ---------------------------- Name: Kaca B. Enquist Title: Vice President POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III OFFSHORE, L.P. (the "Company") does hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, as amended, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 22, 1999. GS CAPITAL PARTNERS III OFFSHORE, L.P. By: GS Advisors III (CAYMAN), L.P. By: GS Advisors III, L.L.C. By: /s/ Kaca B. Enquist ------------------------------ Name: Kaca B. Enquist Title: Vice President POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP (the "Company") does hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, as amended, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of October 7, 1999. GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP By: Goldman, Sachs & Co. oHG By: Goldman, Sachs & Co. Finanz GmbH By: /s/ Andreas Kornlein ------------------------------ Name: Andreas Kornlein Title: Executive Director By: /s/ Sabine Mock ------------------------------ Name: Sabine Mock Title: Executive Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS III, L.P. (the "Company") does hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, as amended, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 22, 1999. GS ADVISORS III, L.P. By: GS Advisors III, L.L.C. By: /s/ Kaca B. Enquist ------------------------------ Name: Kaca B. Enquist Title: Vice President POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS III (CAYMAN), L.P. (the "Company") does hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, as amended, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 22, 1999. GS ADVISORS III (CAYMAN), L.P. By: GS Advisors III, L.L.C. By: /s/ Kaca B. Enquist ------------------------------ Name: Kaca B. Enquist Title: Vice President POWER OF ATTORNEY This power of attorney will expire on December 31, 2001. KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. oHG, (the "Company") does hereby make, constitute and appoint each of Hans-Linhard Reich and Roger S. Begelman, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, as amended, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of May 26, 1999. GOLDMAN, SACHS & CO. oHG By: /s/ Andreas Kornlein ------------------------------ Name: Andreas Kornlein By: /s/ Sabine Mock ------------------------------ Name: Sabine Mock POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 1998, L.P. (the "Company") does hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, as amended, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 22, 1999. STONE STREET FUND 1998, L.P. By: Stone Street Advantage Corp. By: /s/ Kaca B. Enquist ------------------------------ Name: Kaca B. Enquist Title: Vice President POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET FUND 1998, L.P. (the "Company") does hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, as amended, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 22, 1999. BRIDGE STREET FUND 1998, L.P. By: Stone Street Advantage Corp. By: /s/ Kaca B. Enquist ------------------------------ Name: Kaca B. Enquist Title: Vice President POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET ADVANTAGE CORP. (the "Company") does hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, as amended, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 22, 1999. STONE STREET ADVANTAGE CORP. By: /s/ Kaca B. Enquist ------------------------------ Name: Kaca B. Enquist Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----